NOTICE OF ANNUAL GENERAL MEETING

Nedbank Group Limited
(Incorporated in the Republic of South Africa)
Reg No 1966/010630/06
JSE share code: NED; NSX share code: NBK
ISIN: ZAE000004875
(‘Nedbank Group' or ‘the company')

Notice is hereby given that the 43rd annual general meeting of the members of Nedbank Group will be held in the Auditorium, Retail Place West, Nedbank Sandton, 135 Rivonia Road, Sandown, Sandton, on Tuesday, 4 May 2010, at 09:00.

1. To receive and adopt the annual financial statements of the company for the financial year ended 31 December 2009.
2. To note the interim dividend declared by the board of directors on 4 August 2009 of 1,93210 shares for every 100 Nedbank Group shares held to those members who elected (or were deemed to have elected) the capitalisation award and 210 cents per ordinary share to those members who did not elect to receive capitalisation shares, and the final dividend of a number of Nedbank Group shares, to be determined in terms of the capitalisation award ratio, for every 100 Nedbank Group shares held to those members who elected (or were deemed to have elected) the capitalisation award and 230 cents per ordinary share to those members who did not elect to receive capitalisation shares, as declared by the board of directors on 24 February 2010.
3. To reelect as directors of the company
   
   3.1 MrBall CJW and
   
   3.2 Ms TCP Chikane,
   
   who retire by rotation in terms of the company's articles of association and, being eligible, make themselves available for reelection. Biographical details of the directors to be reelected are set out on pages 40 to 45 of the annual report. Each reelection will be put to shareholders in a separate resolution.
4. During the year the board of directors appointed Messrs GW Dempster, DI Hope, PJ Moleketi, JVF Roberts and MI Wyman and Mesdames WE Lucas-Bull and RK Morathi as directors of the company. They retire in terms of the company's articles of association and, being eligible, make themselves available for election. Biographical details of these directors are set out here.
   
   To elect
   
   4.1 Mr GW Dempster,
   
   4.2 Mr DI Hope,
   
   4.3 Ms WE Lucas-Bull,
   
   4.4 Mr PJ Moleketi,
   
   4.5 Ms RK Morathi,
   
   4.6 Mr JVF Roberts and
   
   4.7 Mr MI Wyman
   
   as directors of the company. Each election will be handled individually.
5. To reappoint Deloitte & Touche (with the designated auditor currently being Mr D Shipp) and KPMG Inc (with the designated auditor currently being Ms TA Middlemiss), as joint auditors, to hold office from the conclusion of the 43rd annual general meeting until the conclusion of the next annual general meeting of Nedbank Group.
6. To authorise the Nedbank Group Audit Committee to determine the remuneration of the company's auditors and the auditors' terms of engagement.
7. To consider and, if deemed fit, pass with or without modification the following resolution:
   
   Ordinary resolution 1
   Control of authorised, but unissued, shares
   'Resolved that authority be and is hereby granted to place the authorised, but unissued, ordinary shares in the share capital of Nedbank Group under the control of the directors to allot and issue these shares on such terms and conditions and at such times as they deem fit, subject to the provisions of the Companies Act, 61 of 1973, as amended, the Banks Act, 94 of 1990, as amended, and the JSE Limited Listings Requirements. The issuing of shares granted under this authority will be limited to Nedbank Group's existing contractual obligations to issue shares, including for purposes of Nedbank Group's BEE transaction approved in 2005 and the NedNamibia BEE transaction approved in 2006, any scrip dividend and/or capitalisation share award, and shares required to be issued for the purpose of carrying out the terms of the Nedbank Group share incentive schemes.'
8. As special business, to consider and, if deemed fit, pass with or without modification the following resolutions:
   
   8.1 Ordinary resolution 2
   Amendment to the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme
   
   'Resolved that the existing rules of the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme be and are hereby rescinded and replaced with the revised rules of the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme, a copy of which rules has been signed by the Chairman for purposes of identification and is tabled at the meeting.'
   
   The Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme Rules will be available for inspection during normal business hours at the registered office of the company from the date of issue of the annual report of which this notice of annual general meeting forms part, up to and including the date of the annual general meeting.
   
   Ordinary resolution 2 is required, under the JSE Limited Listings Requirements, to be passed by achieving a 75% majority of the votes cast in favour of such resolution by all members present or represented by proxy and entitled to vote at the annual general meeting, excluding any votes that may be cast by the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme and by any participants in the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme.
   
   8.2 Ordinary resolution 3
   Amendment to the NedNamibia Holdings Long-term Incentive Scheme
   'Resolved that the existing rules of the NedNamibia Holdings Long-term Incentive Scheme be and are hereby rescinded and replaced with the revised rules of the NedNamibia Holdings Long-term Incentive Scheme, a copy of which rules has been signed by the Chairman for purposes of identification and is tabled at the meeting.'
   
   The NedNamibia Holdings Long-term Incentive Scheme Rules will be available for inspection during normal business hours at the registered office of the company from the date of issue of the annual report of which this notice of annual general meeting forms part, up to and including the date of the annual general meeting.
   
   Ordinary resolution 3 is required, under the JSE Limited Listings Requirements, to be passed by achieving a 75% majority of the votes cast in favour of such resolution by all members present or represented by proxy and entitled to vote at the annual general meeting, excluding any votes that may be cast by the NedNamibia Holdings Long-term Incentive Scheme and by any participants in the NedNamibia Holdings Long-term Incentive Scheme.
   
   8.3 Ordinary resolution 4
   Appointment of Group Audit Committee members
   'Resolved that the members of the Nedbank Group Audit Committee as set out below, be and are appointed in accordance with the recommendations of King III. The membership as proposed by the board of directors is Mr CJW Ball (Chairman), Ms TCP Chikane, Mr PJ Moleketi, Ms NP Mnxasana and Mr MI Wyman, all of whom are independent non-executive directors.'
   
   8.4 Ordinary resolution 5
   Approval of remuneration policy
   'Resolved to approve, through a non-binding advisory vote, the company's remuneration policy and its implementation, as set out in the Remuneration Report contained in the annual financial statements.'
   
   8.5 Ordinary resolution 6
   Remuneration of executive directors
   'Resolved to approve the remuneration paid to executive directors in accordance with the company's remuneration policy, as set out in the Remuneration Report contained in the annual financial statements.'
   
   8.6 Ordinary resolution 7
   'Resolved that the non-executive directors' fees be and are hereby approved as follows:
   
   

   Committee		Proposed annual fee****
   	Current annual fee***	(wef 1/7/2010
   	(until 30/06/2010)	to 30/6/2011)
   Chairman*	R3 300 000	R3 578 000
   Senior independent director premium (40%)	R105 600	R112 000
   Nedbank Group Boardmember	R143 000	R152 000
   Nedbank Limited Boardmember	R121 000	R128 000
   Committees**
   • Group Audit	R114 000	R120 000
   • Group Risk and Capital Management	R90 000	R105 000
   • Group Credit	R67 500	R70 000
   • Executive Credit	R67 500	R100 000
   • Group Remuneration	R64 800	R75 000
   • Group Transformation and Sustainability	R65 000	R70 000
   • Group Directors’ Affairs	R44 000	R49 000
   • Board SIMCO	R42 000	R49 000
   • Group Finance and Oversight	R20 000	R21 000

   *	The chairman will be paid a single fee, inclusive of committee chairmanship and membership fees.
   **	The committee chairman will be paid double the member fees.
   ***	A pro rata amount of the current fees will be payable for the period 1 January 2010 to 30 June 2010. The Executive Credit Committee fee is a new fee payable, subject to shareholders' approval.
   ****	Subject to shareholders' approval at the May 2010 annual general meeting.'

   
   8.7 Special resolution 1
   General authority to repurchase shares
   'Resolved, as a special resolution of Nedbank Group Limited (the company), that the company and/or its subsidiaries be and are hereby authorised, in terms of a general authority contemplated in sections 85(2), 85(3) and 89 of the Companies Act, 61 of 1973, as amended ('the act'), to acquire the company's issued shares from time to time on such terms and conditions and in such amounts as the directors of the company may from time to time decide, but always subject to the approval, to the extent required, of the Registrar of Banks, the provisions of the act, the Banks Act, 94 of 1990, as amended, and the JSE Limited ('the JSE') Listings Requirements, subject to the following limitations:
   
   

   (a)	the repurchase of securities shall be effected through the main order book operated by the JSE trading system and done without any prior understanding or arrangement between the company and the counterparty;
   (b)	authorisation thereto shall be given by the company's and its subsidiaries' articles of association;
   (c)	this general authority shall be valid only until the company's next annual general meeting, provided that it shall not extend beyond 15 months from the date of the passing of this special resolution;
   (d)	in determining the price at which the company's ordinary shares are acquired by the company in terms of this general authority the maximum premium at which such ordinary shares may be acquired shall be 10% of the weighted average of the market price at which such ordinary shares are traded on the JSE, as determined over the five trading days immediately preceding the date of the repurchase of such ordinary shares by the company;
   (e)	the acquisitions of ordinary shares in the aggregate in any one financial year shall not exceed 10% of the company's issued ordinary share capital of that class in any one financial year;
   (f)	the company and the Nedbank Group shall be in a position to repay their debts in the ordinary course of business for a period of 12 months after the decision by the directors of the company to repurchase shares in the open market;
   (g)	the assets of the company and the Nedbank Group shall be in excess of the liabilities of the company and the Nedbank Group for a period of 12 months after the decision by the directors of the company to repurchase shares in the open market, for which purpose the assets and liabilities shall be recognised and measured in accordance with the accounting policies used in the latest audited consolidated annual financial statements;
   (h)	the ordinary capital and reserves of the company and the Nedbank Group shall be adequate for ordinary business purposes for the 12 months after the decision by the directors of the company to repurchase shares in the open market;
   (i)	the available working capital shall be adequate to continue the operations of the company and the Nedbank Group for a period of 12 months after the decision by the directors to repurchase shares in the open market;
   (j)	after such repurchase the company shall continue to comply with paragraphs 3.37 to 3.41 of the JSE Listings Requirements concerning shareholder spread requirements;
   (k)	neither the company nor its subsidiaries shall repurchase securities during a prohibited period, as defined in paragraph 3.67 of the JSE Listings Requirements, unless they have in place a repurchase programme where the dates and quantities of securities to be traded during the relevant period are fixed (not subject to any variation) and full details of the programme have been disclosed in an announcement on SENS prior to the commencement of the prohibited period;
   (l)	when the company has cumulatively repurchased 3% of the initial number of the relevant class of securities, and for each 3% in aggregate of the initial number of that class acquired thereafter, an announcement shall be published on SENS and in the financial press; and
   (m)	at any point in time the company shall appoint only one agent to effect any repurchase(s) on its behalf.'

   
   In terms of the proposed special resolution the maximum number of Nedbank Group shares that may be repurchased during the term of this authority, subject to (b) above, is 49 882 207 shares (10% of 498 822 068 shares in issue at 24 February 2010).
   
   The reason for and effect of special resolution 1 is to authorise the company and/or its subsidiaries by way of a general authority to acquire its/their own issued shares on such terms and conditions and in such numbers as determined from time to time by the directors of the company, subject to the limitations set out above. Should the general authority for the acquisition of shares be granted at Nedbank Group’s annual general meeting, it will provide the board with the flexibility to repurchase such shares as and when the best interests of the company require it to do so.
   
   Statement by the directors of Nedbank Group in terms of section 85(4) of the act
   The directors of Nedbank Group, after considering the effect of the repurchase of shares from the BEE partners, which was approved by the company as special resolution 2 on 22 July  2005, and the repurchase of the maximum number of the company’s shares in terms of the general authority, are satisfied that, for the period until the date of the next annual general meeting:
   
   
   • the company and the group will be able to pay their debts in the ordinary course of business;
   • the assets of the company and the group will be in excess of the liabilities, measured in accordance with the accounting policies used in the audited financial statements for the year ended 31 December 2009; and
   • the working capital and reserves of the company and the group will be adequate.
   
   
   Disclosure in terms of section 11.26 of the JSE Limited Listings Requirements
   The JSE Limited (‘the JSE’) Listings Requirements require the following disclosures, which are disclosed in the Nedbank Group 2009 Annual Report, as set out below:
   
   

   Management and directors	here and here
   Major shareholders of Nedbank Group	here
   Directors’ interests in securities	here
   Share capital of Nedbank Group	here

   
   
   Material change
   Other than the facts and developments, as reported on in the annual report, there have been no material changes in the affairs or financial position of Nedbank Group and its subsidiaries from 31 December  2009 to the date of the audit report forming part of the annual financial statements.
   
   Directors’ responsibility statement
   The directors, whose names are given here, collectively and individually accept full responsibility for the accuracy of the information pertaining to special resolution 1 and certify that, to the best of their knowledge and belief, no facts have been omitted that would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this resolution and additional disclosure in terms of section 11.26 of the JSE Listings Requirements pertaining thereto contain all such information required by law and the JSE Listings Requirements.
   
   Litigation statement
   In terms of section 11.26 of the JSE Listings Requirements the directors, whose names are given here, are not aware of any legal or arbitration proceedings, including proceedings pending or threatened, that may have or may have had in the recent past, being at least the previous 12 months, a material effect on Nedbank Group’s financial position.
   
   

Voting by proxy

A member entitled to attend and vote at the annual general meeting may appoint a proxy or proxies to attend, speak and vote in his/her stead. A proxy need not be a member of the company. Completed proxy forms should be received at the office of the transfer secretaries no later than 24 hours before the time appointed for the holding of the annual general meeting.

By order of the board


GS Nienaber
Company Secretary
Sandown
24 February 2010